FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/24/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 08/24/2021 | J(1) | 6,477 | A | (1) | 19,166 | D | |||
Class A Common Stock | 08/25/2021 | J(2) | 6,477 | A | (2) | 25,643 | D | |||
Class A Common Stock | 04/19/2022 | M | 3,563 | A | (3) | 29,206 | D | |||
Class A Common Stock | 04/19/2022 | M | 322 | A | (3) | 29,528 | D | |||
Class A Common Stock | 04/19/2022 | M | 328 | A | (3) | 29,856 | D | |||
Class A Common Stock | 04/19/2022 | M | 703 | A | (3) | 30,559 | D | |||
Class A Common Stock | 6,555,608 | I | Held by Atlas Venture Fund VIII, L.P.(4) | |||||||
Class A Common Stock | 765,616 | I | Held by Accomplice Fund I, L.P.(5) | |||||||
Class A Common Stock | 147,846 | I | Held by Accomplice Management Holdings, LLC(6) | |||||||
Class A Common Stock | 279,989 | I | Held by Accomplice Fund II, L.P.(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 04/19/2022 | M | 3,563 | (8) | (8) | Class A Common Stock | 3,563 | $0.00 | 0 | D | ||||
Restricted Stock Units | (3) | 04/19/2022 | M | 322 | (9) | (9) | Class A Common Stock | 322 | $0.00 | 0 | D | ||||
Restricted Stock Units | (3) | 04/19/2022 | M | 328 | (10) | (10) | Class A Common Stock | 328 | $0.00 | 0 | D | ||||
Restricted Stock Units | (3) | 04/19/2022 | M | 703 | (11) | (11) | Class A Common Stock | 703 | $0.00 | 0 | D |
Explanation of Responses: |
1. On August 24, 2021, Atlas Venture Associates VIII, L.P. ("Atlas Assoc VIII LP"), distributed, for no consideration, shares of the Issuer's Class A Common Stock, pro-rata, to its partners, including its limited partners and its general partner, in accordance with the exemptions afforded by Rule 16a-9 and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Act"). The distribution was effected pursuant to a Rule 10b5-1 plan adopted by Atlas Assoc VIII LP on June 11, 2021. In connection with such distribution, Mr. Moore received 6,477 shares of the Issuer's Class A Common Stock. |
2. On August 25, 2021, Atlas Assoc VIII LP, distributed, for no consideration, shares of the Issuer's Class A Common Stock, pro-rata, to its partners, including its limited partners and its general partner, in accordance with the exemptions afforded by Rule 16a-9 and Rule 16a-13 of Act. The distribution was effected pursuant to a Rule 10b5-1 plan adopted by Atlas Assoc VIII LP on June 11, 2021. In connection with such distribution, Mr. Moore received 6,477 shares of the Issuer's Class A Common Stock. |
3. No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock and such Reporting Person's shares of Class A Common Stock are subject to the restrictions set forth in the Lock-Up Agreement, dated March 15, 2021, between the Reporting Person and the Initial Purchasers (as defined therein). |
4. The shares are held directly by Atlas Venture Fund VIII, L.P. Atlas VIII. Atlas Assoc VIII LP is the sole general partner of Atlas VIII. Atlas Venture Associates VIII, Inc. is the sole general partner of Atlas Assoc VIII LP. Mr. Moore disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. On each of August 24, 2021 and August 25, 2021, Atlas VIII distributed, for no consideration, 364,200 shares of the Issuer's Common Stock, pro-rata, to its partners, including its limited partners and its general partner, in accordance with the exemptions afforded by Rule 16a-9 and Rule 16a-13 of the Act. The distribution was effected pursuant to a Rule 10b5-1 plan adopted by Atlas Venture VIII on June 11, 2021. |
5. The shares are held directly by Accomplice Fund I, L.P. ("ACC I"). Accomplice Associates I, LLC ("ACC Assoc I") is the sole general partner of ACC I. Mr. Moore is a Managing Member of ACC Assoc I. Mr. Moore disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
6. The shares are held directly by Accomplice Management Holdings, LLC ("ACC Holdings"). Mr. Moore is a Class A Member of ACC Holdings. Mr. Moore disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
7. The shares are held directly by Accomplice Fund II, L.P. ("ACC II"). Accomplice Associates II, LLC ("ACC Assoc II") is the sole general partner of ACC II. Mr. Moore is a Managing Member of ACC Assoc II. Mr. Moore disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
8. The RSUs were granted on May 4, 2021 and became fully vested on April 19, 2022. |
9. The RSUs were granted on August 3, 2021 and became fully vested on April 19, 2022. |
10. The RSUs were granted on November 2, 2021 and became fully vested on April 19, 2022. |
11. The RSUs were granted on February 14, 2022 and became fully vested on April 19, 2022. |
/s/ Frank Castellucci, attorney-in-fact | 04/21/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |